Incredimail 2014 Annual Report Download - page 110

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GENERAL MEETINGS
A general meeting shall be held at least once in every year at such time, being not more than 15 months after the last preceding
Annual General Meeting (as such term is defined hereunder), and at such place, within or out of the State of Israel, as may be
prescribed by the Board. Such general meetings shall be called “Annual General Meetings.”
All general meetings of Shareholders other than Annual General Meetings shall be called “Extraordinary General Meetings.”
The Board may, whenever it thinks fit, convene an Extraordinary General Meeting, at such time and place, within or out of the
State of Israel, as may be determined by the Board, and shall be obligated to do so upon a request in writing in accordance with
Section 63 of the Law.
Subject to the provisions of the Articles and the Law, the function of the General Meeting shall be to elect the members of the
Board, including External Directors; to appoint and/or ratify the Company’s auditor; to approve acts and transactions that
require approval by a general meeting under the provisions of the Law or these Articles; to increase and reduce the authorized
share capital, in accordance with the provisions of the Law; to approve any amendment to these Articles (subject to the special
majority requirements contained in Article 1 34 below); and to approve a resolution to consummate a merger (as defined in
Section 1 of the Law).
Subject to these Articles, applicable law and regulations, including the applicable laws and regulations of any stock market on
which the Company’s shares are listed or included for quotation, prior notice of at least 21 days of any general meeting,
specifying the place, date and hour of the meeting, the agenda, proposed resolutions and voting arrangements shall be given as,
hereinafter provided, to the Shareholders thereunto entitled pursuant to these Articles and the Law. Non-receipt of any such
notice shall not invalidate any resolution passed or the proceedings held at that meeting.
The Board may, in its absolute discretion, resolve to enable persons entitled to attend a general meeting to do so by
simultaneous attendance and participation at the principal meeting place and a satellite or Internet meeting place or places
anywhere in the world and the Shareholders present in person, by proxy or by written ballot at satellite or Internet meeting
places shall be counted in the quorum for and entitled to vote at the general meeting in question, and that meeting shall be duly
constituted and its proceedings valid, provided that the chairperson of the general meeting is satisfied that adequate facilities
are available throughout the general meeting to ensure that Shareholders attending at all the meeting places are able to: (a) hear
all persons who speak (whether by the use of microphones, loudspeakers audio-visual communications equipment or
otherwise) in the principal meeting place and any satellite meeting place, and (b) be heard by all other persons so present in the
same way.
26.
Annual Meetings
27.
Extraordinary General Meetings
28.
Powers of the General Meeting
29.
Notice of General Meetings; Omission to Give Notice
30.
Manner of Meeting
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